Yorkshire Cable Communications Limited

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A).ALL AMOUNTS PAYABLE TO CIBC WORLD MAR KETS PLC AS SECURITY TRUSTEE TO THE EXTE NT ONLY OF THE AMOUNT PAYABLE TO THE SEC URITY TRUSTEE (FOR ITS OWN ACCOUNT) PURS UANT TO THE AGREEMENT OR ANY OF THE SECU RITY TRUSTEE SECURITY DOCUMENTS IN RELAT ION TO THE PERIOD UP TO AND INCLUDING IT S RETIREMENT AS SECURITY TRUSTEE PURSUAN T TO THE PROVISIONS OF THE INTERCREDITOR DEED AND ALL AMOUNTS PAYABLE TO ANY OTH ER PERSON WHO MAY BE APPOINTED AS SECURI TY TRUSTEE PURSUANT TO THE PROVISIONS OF THE INTERCREDITOR DEED TO THE EXTENT ON LY OF THE AMOUNTS PAYABLE TO THE SECURIT Y TRUSTEE (FOR ITS OWN ACCOUNT) PURSUANT TO THE AGREEMENT OR ANY OF THE SECURITY TRUSTEE SECURITY DOCUMENTS IN RELATION TO THE PERIOD UP TO AND INCLUDING ITS RE TIREMENT AS SECURITY TRUSTEE PURSUANT TO THE PROVISIONS OF THE INTERCREDITOR DEE D; (B) ALL INDEBTEDNESS COVENANTED TO BE PAID OR DISCHARGED BY ALL OR ANY OF THE CHARGORS TO ALL OR ANY OF THE FINANCE P ARTIES UNDER THE SENIOR DOCUMENTS; (C) A LL INDEBTEDNESS COVENANTED TO BE PAID OR DISCHARGED BY ALL OR ANY OF THE CHARGOR S TO THE HEDGE COUNTERPARTIES UNDER THE HEDGING ARRANGEMENTS; (D) ALL INDEBTEDNE SS OF THE LESSEES TO THE LESSORS (OR ANY OF THEM) UNDER THE LEASE DOCUMENTS; AND (E) ALL FINANCIAL OBLIGATIONS DUE TO CR OSBY UNDER THE CROSBY DOCUMENTS

(A) ALL AMOUNTS PAYABLE TO CIBC WORLD MA RKETS PLC AS SECURITY TRUSTEE TO THE EXT ENT ONLY OF THE AMOUNT PAYABLE TO THE SE CURITY TRUSTEE (FOR ITS OWN ACCOUNT) PUR SUANT TO THE AGREEMENT OR ANY OF THE SEC URITY TRUSTEE SECURITY DOCUMENTS IN RELA TION TO THE PERIOD UP TO AND INCLUDING I TS RETIREMENT AS SECURITY TRUSTEE PURSUA NT TO THE PROVISIONS OF THE INTERCREDITO R DEED AND ALL AMOUNTS PAYABLE TO ANY OT HER PERSON WHO MAY BE APPOINTED AS SECUR ITY TRUSTEE PURSUANT TO THE PROVISIONS O F THE INTERCREDITOR DEED TO THE EXTENT O NLY OF THE AMOUNTS PAYABLE TO THE SECURI TY TRUSTEE (FOR ITS OWN ACCOUNT) PURSUAN T TO THE AGREEMENT OR ANY OF THE SECURIT Y TRUSTEE SECURITY DOCUMENTS IN RELATION TO THE PERIOD UP TO AND INCLUDING ITS R ETIREMENT AS SECURITY TRUSTEE PURSUANT T O THE PROVISIONS OF THE INTERCREDITOR DE ED; (B) ALL INDEBTEDNESS COVENANTED TO B E PAID OR DISCHARGED BY ALL OR ANY OF TH E CHARGORS TO ALL OR ANY OF THE FINANCE PARTIES UNDER THE SENIOR DOCUMENTS; (C) ALL INDEBTEDNESS COVENANTED TO BE PAID O R DISCHARGED BY ALL OR ANY OF THE CHARGO RS TO THE HEDGE COUNTERPARTIES UNDER THE HEDGING ARRANGEMENTS; (D) ALL INDEBTEDN ESS OF THE LESSEES TO THE LESSORS (OR AN Y OF THEM) UNDER THE LEASE DOCUMENTS; AN D (E) ALL FINANCIAL OBLIGATIONS DUE TO C ROSBY UNDER THE CROSBY DOCUMENTS

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

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EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE E UNDER THE TERMS OF THE OPERATIVE DOCUM ENTS (AS DEFINED) AND THIS DEBENTURE

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 24TH DECEMBER, 1996 H AVE TO THE CHARGEE (WETHER SOLEY OR JOIN TLY WITH ONE OR MORE PERSONS AND WHETHER AS PRINCIPAL OR AS SURETY) UNDER OR PUR SUANT TO THE OPERATIVE DOCUMENTS (INCLUD ING THE DEBENTURE) AND PAY TO THE CHARGE E WHEN DUE AND PAYABLE EVERY SUM (OF PRI NCIPAL, INTEREST OR OTHERWISE) ON OR AFT ER 24TH DECEMBER, 1996 OWING, DUE OR INC URRED BY THE COMPANY TO THE CHARGEE IN R ESPECT OF ANY SUCH LIABILITIES (THE "SEC URED OBLIGATIONS") PROVIDED THAT EVERY P AYMENT BY THE COMPANY OF ANY SUM IN RESP ECT OF THE LIABILITIES COVENANTED TO BE DISCHARGED IN CLAUSE 2.1 OF THE DEBENTUR E BY THE COMPANY TO OR FOR THE ACCOUNT O F THE CHARGEE WHICH IS MADE IN ACCORDANC E WITH THE TERMS OF THE OPERATIVE DOCUME NT UNDER WHICH SUCH SUM IS PAYABLE TO TH E CHARGEE SHALL OPERATE IN SATISFACTION PRO TANTO OF SUCH COVENANT

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EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY HAVE TO THE CHARGEE OR ANY OF THE OTHER BENEFICIARIES (AS DEFINED) UNDER OR PURSUANT TO THE FACILITY DOCUMENTS (A S DEFINED) (INCLUDING THE DEBENTURE) AND ANY FURTHER ADVANCES MADE THEREUNDER

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